Background and Description of Business | Note A - Background and Description of Business SMSA Ballinger Acquisition Corp. (Company) was organized on October 4, 2011 as a Nevada corporation to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, (the Companys predecessor company) mandated by the August 1, 2007 plan of reorganization discussed below. The Companys emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entitys fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualified as a development stage enterprise as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act). On August 1, 2013, the Company entered into a share purchase agreement with Orsolya Peresztegi, also known as Orsolya Peresztegi Halter, pursuant to which she acquired 9.5 million shares of the Companys common stock for $9,500 cash or $0.001 per share. As a result of this transaction, there was a change in control of the Company with Ms. Peresztegi owning 94.7% of its 10,030,612 outstanding shares of common stock. The Company entered into a distributor agreement on August 1, 2013. The distributor agreement granted the Company the exclusive right to sell products of Snotarator, LLC, a Frisco, Texas based Texas limited liability company. The distribution rights are limited to countries within South America. On May 15, 2015, the Company and Snotarator, L.L.C. extended the term of the distributor agreement from May 15, 2015 to May 15, 2017 by mutual written agreement. Currently the distributor agreement, as extended, relates to two products, Snotarator and Snotaphant nasal aspirator products. The Companys current business plan is to market and sell healthcare related consumer products in South America. Under the Snotarator distributor agreement the Company initially intends to market the Snotarator nasal aspirator products to major discount and drugstore retail stores which offer consumer healthcare products in Brazil and Chile. Additionally, the Company may offer its products directly to consumers through social media sites, internet retailers and by advertising on internet search engine websites. The Company will market and sell in South America other consumer products as may from time to time become available to it through the distributor agreement with Snotarator. The Company also may enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors, which activity is not precluded by the distribution agreement with Snotarator, LLC. On April 15, 2014, the Company engaged HFG Consulting LLC, a Dallas based business consulting firm, who has agreed, for no consideration, to assist the Company with its initial marketing efforts in South America. HFG Consulting LLC is an affiliate of Halter Financial Group, Inc. (HFG) and Halter Financial Investments LP (HFI), who owns 400,000 shares of the Companys common stock. Timothy P. Halter, a former officer and director of the Company, is a principal of HFG and HFI. HFG Consulting has developed relationships with accounting, legal and consulting firms in Sao Paulo, Brazil and Santiago, Chile. The Companys initial marketing strategy will be to ascertain through the South American business contacts of HFG Consulting whether or not its products and their price structure would be acceptable by consumers in Brazil and Chile. Additionally it is anticipated that such firms will introduce the Company and its products to slotting agents, product distribution firms and representatives of drugstores and other retail stores. The Company has initiated its marketing efforts by contacting merchandise representatives in Brazil and Chile to determine the viability of the Company obtaining shelf space for, and sales of, its products in drugstores and other retail outlets. However, as a result of Snotarator LLC making certain enhancements to its products, the Company estimates it will take until the end of fiscal 2015 to complete its initial marketing efforts. If the Company receives affirmative responses from such representatives, the Company intends to seek the engagement of the services of slotting agents, product distribution firms and independent commissioned sales personnel to assist the Company with the promotion, marketing and commercialization of its products in Brazil and Chile. The Company also will seek to enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors seeking to enter the Brazil and Chile markets or desiring to expand their products distribution in South America. The Company does not have any current arrangements, understandings or agreements with any sales companies, or sales personnel to sell or distribute its products nor does the Company have any arrangements, understandings or agreements with any person or entity relating to the manufacture, marketing or distribution of any products, including its Snotarator nasal aspirator products. |